Helen of Troy Limited (NASDAQ: HELE), designer, developer, and
worldwide marketer of branded consumer home, outdoor, beauty, and
wellness products, today announced the successful completion of its
previously announced acquisition of Olive & June, LLC (“the
Acquisition”). Founded in 2013, Olive & June is an innovative,
omni-channel nail care brand trailblazing the DIY nail revolution
across all nail care categories: polish, artificial, tools,
treatment, and care.
Ms. Noel M. Geoffroy, Helen of Troy Chief Executive Officer,
stated: “We are very excited to complete the acquisition of Olive
& June, which complements our existing Beauty portfolio,
broadens us beyond the Hair category, and adds a consumables
business that is both high growth and high margin. This is a great
example of us executing our strategic goal of Continuing Better
Together M&A. Olive & June continues to earn outstanding
industry recognition, including recently awarded Inc.’s 2024 Best
In Business, Beauty Inc.’s Breakthrough Brand of the Year, Mass,
and Glossy’s 2024 Beauty Brand of the Year. We look forward to
working with Olive & June’s passionate associates and visionary
leadership team to continue to drive its award-winning product
innovation and unique consumer engagement model that makes salon
quality home nail care available to everyone.”
Helen of Troy continues to expect Olive & June’s calendar
year 2024 net sales revenue to be approximately $92 million, and
for the Acquisition to be immediately accretive to Helen of Troy’s
revenue growth rate, gross profit margin, adjusted EBITDA
margin(2), adjusted diluted EPS growth rate(3) and free cash flow
conversion(4).
A principal amount of $235.0 million was borrowed on a revolving
basis under Helen of Troy’s Credit Agreement in connection with the
closing of the Acquisition. The proceeds of the borrowing were used
to pay the initial cash consideration of $229.4 million, net of
cash acquired, which includes an estimated working capital
adjustment and excludes the contingent cash consideration of up to
$15.0 million subject to performance over 3 years. As of December
16, 2024, inclusive of the borrowings for the Acquisition, the
Company has swapped an aggregate amount of $550.0 million, or 56.0%
of its outstanding floating rate borrowings to an average fixed
SOFR rate of 3.9% through February 2026. Helen of Troy’s pro forma
net leverage ratio(5) is 3x at the time of closing.
Helen of Troy intends to update its outlook for fiscal 2025 to
include the incremental impact of Olive & June in conjunction
with the third quarter earnings release on January 9, 2025.
Non-GAAP Financial
Measures
The Company reports and discusses its operating results using
financial measures consistent with accounting principles generally
accepted in the United States of America (“GAAP”). To supplement
its presentation, the Company discloses certain financial measures
that may be considered non-GAAP such as EBITDA, adjusted EBITDA,
adjusted EBITDA margin, adjusted diluted EPS, free cash flow
conversion, and pro forma net leverage ratio. The Company is unable
to present quantitative reconciliations of its forward-looking pro
forma net leverage ratio and Olive & June’s forward-looking
adjusted EBITDA to their most directly comparable forward-looking
GAAP financial measures because such information is not available,
and management cannot reliably predict all of the necessary
components of such GAAP financial measures without unreasonable
effort or expense. In addition, the Company believes such
reconciliations would imply a degree of precision that would be
confusing or misleading to investors.
Certain Defined Terms
(1)
Adjusted EBITDA is defined as earnings
before interest, taxes, depreciation, amortization,
acquisition-related expenses, restructuring charges, and non-cash
share-based compensation.
(2)
Adjusted EBITDA margin is defined as
adjusted EBITDA divided by net sales revenue.
(3)
Adjusted Diluted EPS is defined as net
income as reported under GAAP excluding the following items net of
their applicable tax effects: acquisition-related expenses,
Barbados tax reform, restructuring charges, amortization of
intangible assets, and non-cash share-based compensation, as
applicable, divided by the weighted average shares of common stock
outstanding plus the effect of dilutive securities.
(4)
Free Cash Flow Conversion is defined as
net cash provided by operating activities less capital and
intangible asset expenditures divided by EBITDA
(5)
Pro forma net leverage ratio is defined as
the estimated net debt at the end of fiscal 2025 after giving
effect to the acquisition, divided by Helen of Troy’s estimated
fiscal 2025 pre-acquisition adjusted EBITDA plus the estimated pro
forma adjusted EBITDA of the acquisition for the equivalent time
period post-closing, as defined by Helen of Troy’s applicable debt
covenants.
About Helen of Troy
Limited
Helen of Troy Limited (NASDAQ: HELE) is a leading global
consumer products company offering creative products and solutions
for its customers through a diversified portfolio of
well-recognized and widely-trusted brands, including OXO, Hydro
Flask, Osprey, Vicks, Braun, Honeywell, PUR, Hot Tools, Drybar,
Curlsmith, Revlon, and Olive & June. All trademarks herein
belong to Helen of Troy Limited (or its subsidiaries) and/or are
used under license from their respective licensors.
For more information about Helen of Troy, please visit
http://investor.helenoftroy.com
Forward-Looking
Statements
Certain written and oral statements made by the Company and
subsidiaries of the Company may constitute “forward-looking
statements” as defined under the Private Securities Litigation
Reform Act of 1995. This includes statements made in this press
release, in other filings with the SEC, and in certain other oral
and written presentations. Generally, the words “anticipates”,
“assumes”, “believes”, “expects”, “plans”, “may”, “will”, “might”,
“would”, “should”, “seeks”, “estimates”, “project”, “predict”,
“potential”, “currently”, “continue”, “intends”, “outlook”,
“forecasts”, “targets”, “reflects”, “could”, and other similar
words identify forward-looking statements. All statements that
address operating results, events or developments that the Company
expects or anticipates may occur in the future, including
statements related to sales, expenses, EPS results, and statements
expressing general expectations about future operating results, are
forward-looking statements and are based upon its current
expectations and various assumptions. The Company believes there is
a reasonable basis for these expectations and assumptions, but
there can be no assurance that the Company will realize these
expectations or that these assumptions will prove correct.
Forward-looking statements are only as of the date they are made
and are subject to risks that could cause them to differ materially
from actual results. Accordingly, the Company cautions readers not
to place undue reliance on forward-looking statements. The
forward-looking statements contained in this press release should
be read in conjunction with, and are subject to and qualified by,
the risks described in the Company's Form 10-K for the year ended
February 29, 2024, and in the Company's other filings with the SEC.
Investors are urged to refer to the risk factors referred to above
for a description of these risks. Such risks include, among others,
the geographic concentration of certain United States (“U.S.”)
distribution facilities which increases its risk to disruptions
that could affect the Company's ability to deliver products in a
timely manner, the occurrence of cyber incidents or failure by the
Company or its third-party service providers to maintain
cybersecurity and the integrity of confidential internal or
customer data, a cybersecurity breach, obsolescence or
interruptions in the operation of the Company's central global
Enterprise Resource Planning systems and other peripheral
information systems, the Company's ability to develop and introduce
a continuing stream of innovative new products to meet changing
consumer preferences, actions taken by large customers that may
adversely affect the Company's gross profit and operating results,
the Company's dependence on sales to several large customers and
the risks associated with any loss of, or substantial decline in,
sales to top customers, the Company's dependence on third-party
manufacturers, most of which are located in Asia, and any inability
to obtain products from such manufacturers, the Company's ability
to deliver products to its customers in a timely manner and
according to their fulfillment standards, the risks associated with
trade barriers, exchange controls, expropriations, and other risks
associated with domestic and foreign operations including
uncertainty and business interruptions resulting from political
changes and events in the U.S. and abroad, and volatility in the
global credit and financial markets and economy, the Company's
dependence on the strength of retail economies and vulnerabilities
to any prolonged economic downturn, including a downturn from the
effects of macroeconomic conditions, any public health crises or
similar conditions, risks associated with weather conditions, the
duration and severity of the cold and flu season and other related
factors, the Company's reliance on its Chief Executive Officer and
a limited number of other key senior officers to operate its
business, risks associated with the use of licensed trademarks from
or to third parties, the Company's ability to execute and realize
expected synergies from strategic business initiatives such as
acquisitions, including Olive & June, divestitures and global
restructuring plans, including Project Pegasus, the risks of
potential changes in laws and regulations, including environmental,
employment and health and safety and tax laws, and the costs and
complexities of compliance with such laws, the risks associated
with increased focus and expectations on climate change and other
environmental, social and governance matters, the risks associated
with significant changes in or the Company's compliance with
regulations, interpretations or product certification requirements,
the risks associated with global legal developments regarding
privacy and data security that could result in changes to its
business practices, penalties, increased cost of operations, or
otherwise harm the business, the risks of significant tariffs or
other restrictions being placed on imports from China, Mexico or
Vietnam or any retaliatory trade measures taken by China, Mexico or
Vietnam, the Company's dependence on whether it is classified as a
“controlled foreign corporation” for U.S. federal income tax
purposes which impacts the tax treatment of its non-U.S. income,
the risks associated with legislation enacted in Bermuda and
Barbados in response to the European Union's review of harmful tax
competition, the risks associated with accounting for tax positions
and the resolution of tax disputes, the risks associated with
product recalls, product liability and other claims against the
Company, and associated financial risks including but not limited
to, increased costs of raw materials, energy and transportation,
significant impairment of the Company's goodwill, indefinite-lived
and definite-lived intangible assets or other long-lived assets,
risks associated with foreign currency exchange rate fluctuations,
the risks to the Company's liquidity or cost of capital which may
be materially adversely affected by constraints or changes in the
capital and credit markets, interest rates and limitations under
its financing arrangements, and projections of product demand,
sales and net income, which are highly subjective in nature, and
from which future sales and net income could vary by a material
amount. The Company undertakes no obligation to publicly update or
revise any forward-looking statements as a result of new
information, future events or otherwise.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20241216860812/en/
Investor Contact: Helen of Troy Limited Anne Rakunas, Director,
External Communications (915) 225-4841 ICR, Inc. Allison Malkin,
Partner (203) 682-8200
Helen of Troy (NASDAQ:HELE)
過去 株価チャート
から 12 2024 まで 1 2025
Helen of Troy (NASDAQ:HELE)
過去 株価チャート
から 1 2024 まで 1 2025
